Capital Markets
The Capital Markets Group at Vedder Price provides comprehensive and responsive securities law counseling for corporations, investment bankers and municipalities. Our services cover every aspect of the Federal and state securities laws in today’s rapidly changing financial and business environment. We represent firm clients in all phases of the capital markets process, from private placements to initial public offerings to going private transactions.
With over 100 years of combined securities law experience, our capital markets attorneys provide Vedder Price clients with seasoned and innovative service. We apply our expertise to achieve our clients’ objectives in a time-responsive and cost-effective manner.
Corporate Securities
Our Capital Markets Group is regularly engaged to assist clients in all aspects of the capital formation process. We represent corporate issuers and underwriters in nearly every kind of securities transaction, including:
- Initial public offerings
- Registered public equity and debt financings
- Shelf-registrations
- Rule 144A/Regulation S institutional placements
- PIPE transactions
- Traditional private placements
- Private equity and venture capital investments
Our attorneys have extensive experience in preparing disclosure documents and offering materials, negotiating underwriting and placement agreements, structuring sophisticated preferred stock and debt securities and managing the SEC registration or private placement process.
Over the past five years, our Capital Markets Group has been involved in underwritten transactions involving a broad range of underwriters and corporate issuers with aggregate transaction volume in excess of $9.0 billion.
Asset Securitization and Structured Finance
The securitization and structured finance transactions within the Capital Markets Group cover a wide range of financial products backed by a variety of different asset classes, including:
- Receivables
- Aircraft leases and equipment notes
- Railroad cars and other transportation equipment
- Bank loans and mortgages
We have experience advising both issuers and underwriters in securitization transactions and structured finance and have successfully completed numerous SEC registered offerings and Rule 144A/institutional placements in this market. For our financial institution clients, we have been involved in a broad range of transactions involving trust preferred securities, including fixed rate, floating rate and convertible securities, pooled vehicles, and REIT preferred securities.
Public Companies
We represent the firm’s publicly traded corporate clients in all SEC, stock exchange, and shareholder matters, including:
- Corporate governance and Sarbanes-Oxley mandates
- Corporate disclosure
- Exchange Act periodic reporting
- Proxy solicitations
- Takeover defenses
- Insider trading policies
- Beneficial ownership reporting and short swing liability
- NYSE, Nasdaq and AMEX listings
Mergers and Acquisitions
We represent public companies and their boards of directors in connection with all aspects of mergers, acquisitions and other strategies. In addition, we advise investment banking firms on M&A issues relating to their financial advisory engagements. Members of the group also provide broad-based securities law advice to assist members of the firm’s Finance and Transactions Group and Financial Institutions Group with respect to structuring, negotiating and financing M&A transactions. Our M&A experience includes:
- Mergers, acquisitions, divestitures, and joint ventures
- Roll-ups
- Leveraged buy-outs
- Tender offers
- Spin offs and going private transactions
- Corporate recapitalizations, reorganizations and restructurings
- New business ventures
Underwriters and Placement Agents
Our Capital Markets Group regularly represents investment banking firms in underwritten offerings and private placements of securities. We undertake a variety of tasks on behalf of our investment banking clients that are critical to a successful securities offering. These include:
- Negotiating underwriting and placement agreements
- Conducting issuer due diligence
- Preparing prospectus and private placement disclosure
- Addressing selling shareholder issues and management lock-ups
- Drafting agreements among underwriters and selected dealer agreements
- Managing the SEC registration and review process
- Reviewing auditor’s comfort letters
- Conducting state blue sky reviews
Our underwriter representation also covers compliance with NASD rules and regulations on underwriter compensation, free-riding and withholding, conflicts of interests and other matters.
Executive and Stock-Based Compensation
Together with members of our Executive Compensation team, we advise clients regarding all aspects of stock-based compensation programs. We apply our securities law knowledge to:
- CEO and executive officer employment contracts and severance arrangements
- Director compensation
- Equity-based incentive plans (using stock options, restricted stock, stock appreciation rights, performance units, and other equity-based interests)
- Deferred compensation
- Change-in-control agreements and other officer and employee protection programs
- Indemnification arrangements
Public and Private Investment Companies
For our investment services clients, we work with the attorneys in our Investment Services Group to provide a full range of services to diverse financial services clientele. Services for these clients include:
- SEC investment company securities registrations and compliance
- Organization and structuring of private equity funds and hedge funds
- Counseling mutual funds and investment advisers on trading, advertising compliance and electronic distribution issues
- SEC broker-dealer registrations, various state registrations, and NASD membership
- Civil litigation matters and SEC and self-regulatory organization proceedings
Municipal Finance
We have substantial experience representing underwriters in bond and other financings for municipalities and governmental entities. Our transaction experience covers:
- General obligation notes and bonds
- Industrial development bonds
- Multi-family housing bonds
- Tax increment financing
- Variable rate bonds
- Public project financings
- Public transit and equipment financings
- Secondary market and derivative product offerings
- Credit enhanced issues
Over the past five years, our Capital Markets Group has handled over 65 municipal bond issues with transaction volume in excess of $2.0 billion.
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